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CN announces plan to buy back shares through private agreements

MONTREAL, Oct. 26, 2012 /PRNewswire/ - CN (TSX: CNR) (NYSE: CNI)
announced today that it intends to purchase for cancellation up to 5.8
million of its common shares pursuant to private agreements between CN
and an arm's-length third-party seller. The purchases will form part of
CN's C$1.4 billion share-repurchase program announced on Oct. 22, 2012.

Such purchases will be made pursuant and subject to the terms of an
issuer bid exemption order issued by the Ontario Securities Commission
and will take place before the end of March 2013. The price that CN
will pay for any common shares purchased by it under such agreements
will be negotiated by CN and the seller and will be at a discount to
the prevailing market price of CN's common shares on the Toronto Stock
Exchange at the time of the purchase.

Forward-Looking Statements
Certain information included in this news release constitutes "forward
-looking statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and under Canadian securities
laws, including potential purchases of common shares for cancellation
under a normal course issuer bid. CN cautions that, by their nature,
these forward-looking statements involve risk, uncertainties and
assumptions. The Company cautions that its assumptions may not
materialize and that the current economic conditions render such
assumptions, although reasonable at the time they were made, subject to
greater uncertainty.

Important risk factors that could affect the above forward-looking
statements include, but are not limited to, the effects of general
economic and business conditions, industry competition, inflation,
currency and interest rate fluctuations, changes in fuel prices,
legislative and/or regulatory developments, compliance with
environmental laws and regulations, actions by regulators, various
events which could disrupt operations, including natural events such as
severe weather, droughts, floods and earthquake s, labor negotiations
and disruptions, environmental claims, uncertainties of investigations,
proceedings or other types of claims and litigation, risks and
liabilities arising from derailments, and other risks and assumptions
detailed from time to time in reports filed by CN with securities
regulators in Canada and the United States. Reference should be made to
"Management's Discussion and Analysis" in CN's annual and interim
reports, Annual Information Form and Form 40-F filed with Canadian and
U.S. securities regulators, available on CN's website, for a summary of
major risks and assumptions.

CN assumes no obligation to update or revise forward-looking statements
to reflect future events, changes in circumstances, or changes in
beliefs, unless required by applicable Canadian securities laws. In the
event CN does update any forward-looking statement, no inference should
be made that CN will make additional updates with respect to that
statement, related matters, or any other forward-looking statement.

CN - Canadian National Railway Company and its operating railway
subsidiaries - spans Canada and mid-America, from the Atlantic and
Pacific oceans to the Gulf of Mexico, serving the ports of Vancouver,
Prince Rupert, B.C., Montreal, Halifax, New Orleans, and Mobile, Ala.,
and the key metropolitan areas of Toronto, Buffalo, Chicago, Detroit,
Duluth, Minn./Superior, Wis., Green Bay, Wis., Minneapolis/St. Paul,
Memphis, and Jackson, Miss., with connections to all points in North
America. For more information on CN, visit the company's website at www.cn.ca.